The following terms and conditions apply to the purchase of PMI membership and certification examination services by organizations for employees (“Services”). PMI reserves the right in its sole discretion to modify these terms and conditions at any time. By placing your order, you are agreeing to all terms and conditions stated here or as may be adjusted by PMI.
Services For Company Employees Only: Company acknowledges and agrees that membership, chapter membership, and certification Services are purchased by Company on behalf of and for the benefit of designated employees only, that Company employees are the sole recipients of such Services, that Company’s payment for such Services does not entitle it to any access to or rights in such Services, and that Company shall not otherwise use, distribute, assign, transfer, sublicense or sell such Services.
Fees and Invoices: Company agrees to pay PMI for the Services at the rate or amount stated in this Purchase Agreement and subject to any limitations specified in this Purchase Agreement. PMI will invoice Company for all Services rendered. Company agrees to pay all invoiced amounts within thirty (30) days of receipt of an invoice at the following address: Project Management Institute Accounts Receivable Department 14 Campus Boulevard, Newtown Square, PA 19073
PMI reserves the right to decline or cancel Services if invoices are not paid in a timely manner.
Liability and Indemnification: Company agrees that PMI shall have no liability to Company, its employees, agents, affiliates or contractors for any cost or expense arising out of or resulting from the fulfillment of PMI’s obligations under this Purchase Agreement. Company shall indemnify, defend and hold PMI harmless from and against any claim, expense, loss, injury, or damage to persons or property, including without limitation reasonable attorneys’ fees, caused by or resulting from any improper or unlawful receipt or use of the Services or any negligent or willful act or omission of Company, its employees, agents or subcontractors related to Company’s receipt or use of the Services.
Disclaimer of Warranties: THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, PMI DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES AND SIMILARLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SERVICES.
No License; Intellectual Property of PMI and Others: Nothing within any of the Services shall be construed as conferring any license or other right to any of PMI’s or any third party’s intellectual property. Company understands and acknowledges that the PMI Services may be protected by copyright, trademark or other proprietary rights of PMI and its affiliates, licensors and service providers, and Company may not use or claim any rights in such Services, or any element thereof, except as expressly provided in this Purchase Agreement.
Term & Termination of Services: These terms and conditions shall remain in force during any period when PMI’s Services are provided to Company. Delivery of Services will commence and terminate as set forth in this Purchase Agreement. Either Party may terminate this Purchase Agreement in the event of a material breach of these terms and conditions upon thirty (30) days advance written notice. A material breach shall include without limitation a failure to pay for Services in a timely manner or a failure to provide deliverables under a Purchase Agreement that substantially conform to the Purchase Agreement requirements and a failure to cure such non-conforming deliverables upon notice and reasonable opportunity to cure (no more than thirty (30) business days from date of notice). In the event of termination by Company, PMI is entitled to receive payment for all Services provided prior to the termination date. This Agreement shall terminate automatically on the occurrence of the: (1) bankruptcy or insolvency of either Party; (2) sale of the business of either Party; or (3) assignment of this Agreement by either Party without the express written consent of the other Party.
General Provisions Entire Agreement. These terms and conditions supersede all different or conflicting terms, oral or in writing, with respect to PMI’s rendering of Services to Company. Any other such different or conflicting terms and conditions are void and without effect. Severability/Waiver. If any of these terms and conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms and conditions shall nevertheless continue in full force. The failure of either Company or PMI to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder. Survival of Terms. All provisions of these terms and conditions which impose obligations continuing in nature shall survive the termination of this Purchase Agreement. Governing Law. These terms and conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America.